Acts and Regulations

S-5.5 - Securities Act

Section 124
Disposition versions

Full text
Directors’ or individual director’s or officer’s recommendation
2007, c.38, s.110
124(1)When a take-over bid has been made, the directors of the issuer whose securities are the subject of the take-over bid shall
(a) determine whether to recommend acceptance or rejection of the take-over bid or determine not to make a recommendation, and
(b) make the recommendation, or a statement that they are not making a recommendation, in accordance with the regulations.
124(2)An individual director or officer of the issuer whose securities are the subject of a take-over bid may recommend acceptance or rejection of the take-over bid if the recommendation is made in accordance with the regulations.
2007, c.38, s.111
Directors’ circular
124(1)Where a take-over bid has been made, a directors’ circular shall be prepared and delivered by the board of directors of an offeree issuer to every person to whom a take-over bid must be delivered under paragraph 120(a) not later than 15 days after the date of the bid.
124(2)The board of directors shall include in a directors’ circular either
(a) a recommendation to accept or to reject a take-over bid and the reasons for their recommendation, or
(b) a statement that they are unable to make or are not making a recommendation and the reasons that they are unable to make or are not making a recommendation.
124(3)An individual director or officer may recommend acceptance or rejection of a take-over bid if the director or officer delivers with the recommendation a circular prepared in accordance with the regulations.
124(4)Where a board of directors is considering recommending acceptance or rejection of a take-over bid, it shall, at the time of delivering a directors’ circular, advise the security holders of this fact and may advise them not to tender their securities until further communication is received from the directors.
124(5)Where subsection (4) applies, the board of directors shall deliver the recommendation or the decision not to make a recommendation at least 7 days before the scheduled expiry of the period during which securities may be deposited pursuant to the bid.
124(6)Where, before the expiry of a take-over bid or after the expiry of the bid but before the expiry of all rights to withdraw the securities that have been deposited pursuant to the bid,
(a) a change has occurred in the information contained in a directors’ circular or in any notice of change in a directors’ circular that would reasonably be expected to affect the decision of the holders of the securities to accept or reject the bid, the board of directors of the offeree issuer shall without delay deliver a notice of the change to every person to whom the circular was required to be delivered disclosing the nature and substance of the change, or
(b) a change has occurred in the information contained in an individual director’s or officer’s circular or any notice of change in the individual director’s or officer’s circular that would reasonably be expected to affect the decision of the holders of the securities to accept or reject the bid, other than a change that is not within the control of the individual director or officer, as the case may be, the individual director or officer, shall without delay deliver a notice of change in relation to it to the board of directors.
124(7)Where an individual director or officer submits a circular under subsection (3) or a notice of change under paragraph (6)(b) to the board of directors, the board, at the offeree issuer’s expense, shall deliver a copy of the circular or notice to the persons referred to in subsection (1).
124(8)A directors’ circular, an individual director’s or officer’s circular and a notice of change shall be in the form prescribed by regulation and shall contain the information required by this Part and the regulations.